Exhibit (d.11)
FORM OF
AMENDMENT
TO
INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
SALOMON BROTHERS ASSET MANAGEMENT, INC.
AMENDMENT made as of this [1st] day of [May], 2004, to the Investment
Subadvisory Agreement dated as of November 19, 2001, and amended December 16,
2002 and July 3, 2003 (the "Agreement"), between ING Life Insurance and Annuity
Company, an insurance corporation organized and existing under the laws of the
State of Connecticut (the "Adviser"), and Salomon Brothers Asset Management,
Inc., a corporation organized and existing under the laws of Delaware (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree to amend the Agreement as follows:
1. NAME CHANGE
All references in the Agreement to the ING Salomon Brothers Capital
Portfolio are replaced by ING Salomon Brothers Fundamental Value Portfolio.
2. APPENDIX A
By replacing Appendix A to the Agreement with the following:
Appendix A
Fee Schedule 1
For the purposes of applying this Fee Schedule 1, the average daily net assets
of the ING Salomon Brothers All Cap Portfolio and ING Salomon Brothers Investors
Portfolio which are also subadvised by Salomon Brothers Asset Management, Inc.
will be combined with the average daily net assets of the following Portfolios:
ING Salomon Brothers Fundamental Value Portfolio
ING Salomon Brothers Investors Value Portfolio
0.43% on the first $150 million
0.40% on the ncxt $350 million
0.35% on all assets in excess of $500 million
Fee Schedule 2
ING Salomon Brothers Aggressive Growth Portfolio
0.35% on the 1st $500 million in assets
0.30% from $500 million to $2 billion in assets
0.25% for all assets in excess of $2 billion
This Amendment shall become effective as of the date first written above.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
Except as expressly amended and modified hereby, all provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their duly authorized
signatories the date and year first above written.
ING LIFE INSURANCE AND ANNUITY
COMPANY
By:
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Title:
SALOMON BROTHERS ASSET
MANAGEMENT, INC.
By:
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Title:
